Bharat Nidhi (Bharat Bank) Unlisted Shares

Annual Report Summary

Bharat Nidhi Limited - 81st Annual Report Summary:

Corporate Information: Bharat Nidhi Limited's registered office is located at 3/8, 2nd Floor, Asaf Ali Road, New Delhi 110002. The directors are Mr. Bhagavatula Chintamani Rao, Mr. Bhagat Ram Goyal, Mr. Nityanand Singh, and Mr. Sunder Hemrajani. The Company Secretary is Ms. Amita Gola. HDFC Bank is the banker. A.K. Gutgutia & Co., Chartered Accountants, serves as the statutory auditor. Skyline Financial Services Private Limited is the Registrar and Share Transfer Agent.

Notice of 81st Annual General Meeting (AGM): The 81st AGM will be held on Monday, September 30, 2024, at 3:00 P.M. via video conferencing. Ordinary business includes receiving and adopting the audited financial statements for the year ended March 31, 2024, declaring dividends, and appointing a director in place of Mr. Bhagat Ram Goyal, who is retiring and eligible for reappointment. A special business item is the appointment of Mr. Sunder Hemrajani as a Non-Executive Director, liable to retire by rotation.

AGM & E-Voting Notes: The AGM will be conducted via video conferencing, in compliance with MCA circulars, with the registered office as the deemed venue. Remote e-voting will be available to members through CDSL, from September 27, 2024 (9:00 a.m. IST) to September 29, 2024 (5:00 p.m. IST). Members holding shares as of the cut-off date (September 23, 2024) can vote remotely. The Scrutinizer appointed is Mr. Mohit Bansal. The results will be on the CDSL website. The Register of Members and Share Transfer Register will be closed from September 24, 2024, to September 30, 2024 for dividend payment purposes.

Dividend Payment: Dividends for the year ended March 31, 2024, if approved, will be paid to shareholders whose names appear on the Register of Members as of September 23, 2024. Dividend income is taxable, and the company will deduct tax at source. No tax will be deducted if the total dividend received during FY 2024-25 does not exceed Rs. 5000 for resident individual shareholders. Those who do not have PAN or haven't registered their PAN will have tax deducted @ 20%.

Voting through Electronic Means: Electronic voting will be facilitated by CDSL. Members can vote remotely from September 27-29. Shareholders have one vote per equity share held as of September 23, 2024.

Instructions for Remote E-Voting: Detailed instructions are provided for individual shareholders holding securities in demat mode with CDSL or NSDL, and for shareholders other than individual shareholders holding in Demat form & physical shareholders. Helpdesk details for technical issues related to login are available for CDSL and NSDL.

Statement Pursuant to Section 102(1) of the Companies Act, 2013: Details are provided for the re-appointment of Mr. Bhagat Ram Goyal and the appointment of Mr. Sunder Hemrajani as directors.

Directors' Report: The directors present their 81st Annual Report with the audited financial statements for the year ended March 31, 2024.

Financial Results: On a standalone basis, the total income for FY 2023-24 was Rs. 3,656.44 Lakhs and profit after tax was Rs. 1,336.77 Lakhs. On a consolidated basis, the profit after tax was Rs. 1,336.77 Lakhs, and the profit after tax and share in Net Profit of Associates was Rs. 50,450.35 Lakhs.

Dividend: A dividend of Rs. 0.60 per Equity Share of Rs. 10 each is recommended.

Share Capital: The company undertook a buy back of 30,958 equity shares for a total consideration of Rs. 3476.27 Lakh. Consequently, the paid-up share capital was reduced.

Deposits: The company has not accepted any Public Deposits during the Financial Year ended March 31, 2024.

Loans, Guarantees, and Investments: There were no Loans or Guarantees given by the Company under section 186 of the Companies Act, 2013.

Directors and Key Managerial Personnel: The board consists of Mr. Bhagat Ram Goyal, Mr. Bhagavatula Chintamani Rao, Mr. Nityanand Singh, and Mr. Sunder Hemrajani. Mr. Piyush Garg, CFO, resigned w.e.f. September 1, 2023. Mr. Sunder Hemrajani was appointed as an Additional Director.

Meetings of the Board: Five board meetings were held during the year.

Committees of the Board: The Board has three committees: Audit Committee, Stakeholders Relationship Committee, and Corporate Social Responsibility Committee.

Business Risk Management: The company has a risk assessment and management policy in place, last reviewed on September 04, 2024.

Subsidiary/Joint Ventures/Associate Companies: The company has associate companies, including Matrix Merchandise Limited, Vasuki Properties Limited, Bennett, Coleman & Co. Limited, Bennett Property Holdings Co. Limited, Mahavir Finance Limited, Times United Private Limited and Times Zenith Private Limited.

Statutory Auditors: M/s A.K. Gutgutia & Co., Chartered Accountants, were re-appointed as Statutory Auditors for another term of five consecutive years.

Transfer of Shares to Investor Education & Protection Fund: 337 equity shares were transferred to IEPF during the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange: These provisions are not applicable to the company.

Internal Control System: The company has an adequate internal control system.

Corporate Social Responsibility: CSR provisions were not applicable during the Financial Year 2023-24.

Related Party Transactions: All transactions were on an arm's length basis.

Significant and Material Orders: The company's application for cancellation of NBFC Certificate of Registration (CoR) was approved by RBI. SEBI issued three settlement orders, which were later partially revoked.

Particulars of Employees: The company has no employee in respect of whom the statement under Section 197 of the Companies Act, 2013 is required to be furnished.

Shifting of Registered Office: The Company has shifted its registered office from First Floor, Express Building, 9-10, Bahadur Shah Zafar Marg, New Delhi-110 002 to 3/8, 2nd Floor, Asaf Ali Road, New Delhi 110002 effective July 1, 2024.

Auditor's Report Highlights: The auditor’s report expresses an unmodified opinion on the standalone financial statements, while drawing attention to the discontinuation of the distribution business. The company has adequate internal financial controls over financial reporting system. There were no transactions relating to previously unrecorded income. There was no delay in transferring amounts to the Investor Education and Protection Fund. The company has used accounting software which has a feature of recording audit trail.